Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Dec. 31, 2013 | Feb. 17, 2014 | |
Document And Entity Information [Abstract] | ' | ' |
Entity Registrant Name | 'Mister Goody, Inc. | ' |
Entity Central Index Key | '0001515275 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 31-Dec-13 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--03-31 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 60,823,334 |
Document Fiscal Period Focus | 'Q3 | ' |
Document Fiscal Year Focus | '2014 | ' |
CONDENSED_BALANCE_SHEETS
CONDENSED BALANCE SHEETS (USD $) | Dec. 31, 2013 | Mar. 31, 2013 |
Assets | ' | ' |
Cash | $85,907 | ' |
Other current assets | ' | ' |
Total current assets | 85,907 | ' |
Equity Investment | 119,065 | 65,863 |
Total assets | 204,973 | 65,863 |
Liabilities and Stockholders' Equity (Deficit) | ' | ' |
Accounts payable | ' | 40,914 |
Notes Payable- net of unamortized discount of $185,892 and $0 | 64,108 | ' |
Notes payable - related party | ' | 40,400 |
Total current liabilities | 64,108 | 81,314 |
Stockholders' equity (deficit): | ' | ' |
Preferred stock, $0.001 par value, 5,000,000 shares authorized, 0 shares issued and outstanding | ' | ' |
Common stock, $0.001 par value, 200,000,000 shares authorized, 61,023,334 and 60,323,332 shares issued and outstanding as of December 31, 2013 and March 31, 2013, respectively | 61,022 | 60,323 |
Paid-in capital | 907,746 | 416,415 |
Accumulated deficit | -827,903 | -492,189 |
Total stockholders' equity (deficit) | 140,865 | -15,451 |
Total liabilities and stockholders' equity (deficit) | $204,973 | $65,863 |
CONDENSED_BALANCE_SHEETS_Paren
CONDENSED BALANCE SHEETS (Parenthetical) (USD $) | Dec. 31, 2013 | Mar. 31, 2013 |
CONDENSED BALANCE SHEETS [Abstract] | ' | ' |
Preferred stock par value | $0.00 | $0.00 |
Preferred authorized | 5,000,000 | 5,000,000 |
Preferred stock Issued | 0 | 0 |
Preferred stock Outstanding | 0 | 0 |
Common stock, par value | $0.00 | $0.00 |
Common stock, authorized | 200,000,000 | 200,000,000 |
Common stock, issued | 61,023,334 | 60,323,332 |
Common stock, outstanding | 61,023,334 | 60,323,332 |
Unamortized discount, notes payable | $185,892 | ' |
CONDENSED_STATEMENTS_OF_OPERAT
CONDENSED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | |
CONDENSED STATEMENTS OF OPERATIONS [Abstract] | ' | ' | ' | ' |
NET REVENUES | ' | ' | ' | $3,109 |
OPERATING EXPENSES: | ' | ' | ' | ' |
General and administrative | -14,061 | 76,977 | 245,209 | 169,519 |
Management services | ' | ' | ' | 15,397 |
Total operating expenses | -14,061 | 76,977 | 245,209 | 184,916 |
Income (Loss) from operations | 14,061 | -76,977 | -245,209 | -181,807 |
OTHER INCOME (EXPENSE) | ' | ' | ' | ' |
Interest expense | -26,249 | ' | -79,107 | ' |
Equity in income/(loss) from unconsolidated affiliate | -5,825 | -4,254 | -11,398 | -8,656 |
Total other expense | -32,074 | -4,254 | -90,505 | -8,656 |
LOSS BEFORE INCOME TAX PROVISION | -18,013 | -81,231 | -335,714 | -190,463 |
Income tax provision | ' | ' | ' | ' |
NET LOSS | ($18,013) | ($81,231) | ($335,714) | ($190,463) |
Net loss per share, basic and diluted | $0 | $0 | ($0.01) | $0 |
Weighted-average common shares outstanding, basic and diluted | 61,488,008 | 59,830,580 | 60,944,060 | 59,772,121 |
CONDENSED_STATEMENTS_OF_CASH_F
CONDENSED STATEMENTS OF CASH FLOWS (USD $) | 9 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Cash flows from operating activities: | ' | ' |
Net loss | ($335,714) | ($190,463) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Non-cash stock compensation expense | 160,030 | 98,524 |
Amortization of debt discount | 64,108 | ' |
Equity in losses of unconsolidated affiliate | 11,398 | 8,656 |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable | ' | ' |
Other current assets | ' | 20 |
Accounts payable and accrued liabilities | -40,915 | -2,500 |
Net cash used in operating activities | -141,093 | -85,763 |
Cash flows from financing activities: | ' | ' |
Proceeds from issuance of common stock | 100,000 | ' |
Payment to Common Shareholder to retire common stock | -18,000 | ' |
Payments on notes payable - related party | -40,400 | ' |
Proceeds from note payable | 250,000 | 20,000 |
Net cash provided by financing activities | 291,600 | 20,000 |
Cash flows from investing activities: | ' | ' |
Equity investment in Naked Edge | -64,600 | -65,000 |
Net cash used in investing activities | -64,600 | -65,000 |
Change in cash | 85,907 | -130,763 |
Cash, beginning of period | ' | 133,804 |
Cash, end of period | 85,907 | 3,041 |
Interest paid in cash | $15,000 | ' |
Organization_and_Basis_of_Pres
Organization and Basis of Presentation | 9 Months Ended |
Dec. 31, 2013 | |
Organization And Basis Of Presentation [Abstract] | ' |
Organization and Basis of Presentation | ' |
Note 1: Organization and Basis of Presentation | |
Mister Goody, Inc. (the "Company") is a Florida corporation that was incorporated on March 1, 2011 to develop an online marketplace and cause-marketing services designed to help businesses increase their brand awareness and sales. Due to a lack of sufficient revenue that resulted from this business plan, on August 24, 2012, the Company's Board of Directors determined that it was in the Company's stockholders best interest to refocus the business activities in a manner which could more fully enhance stockholder value. The Company decided to no longer pursue their online marketplace and cause-marketing services and it ceased all of its operations with respect thereto. On August 24, 2012, the Company acquired 50% of the common units of The Naked Edge, LLC ("Naked Edge"), a Colorado Limited Liability Company along with the option to acquire 33.33% of Naked Edge preferred units for $85,000 on or before August 24, 2013 ("Option"). The common units provided the Company with 50% of the voting rights and 20% of the economic rights of Naked Edge. On April 9, 2013, the Company exercised its Option and acquired 33.33% of the preferred units. As a result of this acquisition, the Company now owns 50% of the Common Ownership Interests and 33.33% of the Preferred Ownership Interests of The Naked Edge, which equates to 50% of the voting rights and 40% of the economic rights of Naked Edge. The Company's primary business plan is to provide management consulting services to Naked Edge, which is the Company's sole client. The Company has accounted for this investment under the equity method of accounting. | |
Unless the context otherwise requires, all references to "our company," "we," "our" or "us" and other similar terms means Mister Goody, Inc. | |
Basis of presentation | |
The accompanying unaudited condensed financial statements have been prepared by management in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments, consisting only of normal and recurring adjustments considered necessary for a fair statement, have been included. The reported results of operations are not necessarily indicative of the results that may be expected for the full year. These condensed financial statements should be read in conjunction with the audited financial statements and accompanying notes for year ended March 31, 2013. |
Going_Concern
Going Concern | 9 Months Ended |
Dec. 31, 2013 | |
Going Concern [Abstract] | ' |
Going Concern | ' |
Note 2: Going Concern | |
The accompanying condensed financial statements have been prepared assuming the Company will continue as a going concern. The Company has incurred losses and has had negative operating cash flows since inception. The future of the Company is dependent upon future profitable operations and the development of the business plan. The Company expects to need to raise additional funds via equity offerings; however, no assurances can be given that the Company will obtain access to capital markets in the future or that adequate financing to satisfy the cash requirements of implementing the Company's business strategies will be available on acceptable terms. | |
These conditions raise substantial doubt about the Company's ability to continue as a going concern. These condensed financial statements do not include any adjustments that might arise from this uncertainty. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 9 Months Ended |
Dec. 31, 2013 | |
Summary of Significant Accounting Policies [Abstract] | ' |
Summary of Significant Accounting Policies | ' |
Note 3: Summary of Significant Accounting Policies | |
Use of Estimates | |
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | |
Cash and Cash Equivalents | |
The Company considers all highly liquid investments with maturities from date of purchase of three months or less to be cash equivalents. Cash consists of deposit with domestic banks which are insured by the Federal Deposit Insurance Corporation (FDIC). | |
Partially Owned Equity Affiliates | |
Partially owned equity affiliates are accounted for under the equity method of accounting. Equity method investments are recorded at cost and are adjusted periodically to recognize the Company's proportionate share of the affiliate's income or loss, additional contributions made and dividends and capital distributions received. In the event any of the partially owned equity affiliates were to incur a loss and the Company's cumulative proportionate share of the loss exceeded the carrying amount of the equity method investment, application of the equity method would be suspended and the Company's proportionate share of further losses would not be recognized until the Company committed to provide further financial support to the affiliate. The Company would resume application of the equity method once the affiliate becomes profitable and the Company's proportionate share of the affiliate's earnings equals the Company's cumulative proportionate share of losses that were not recognized during the period the application of the equity method was suspended. | |
The amount of the difference between the Company's investment costs and the underlying equity in net asset is treated as goodwill, which is evaluated for impairment on a regular basis. | |
Revenue Recognition | |
The Company recognizes revenue from its services when it is probable that the economic benefits associated with the transactions will flow to the Company and the amount of revenue can be measured reliably. This is normally demonstrated when: (i) persuasive evidence of an arrangement exists; (ii) the fee is fixed or determinable; (iii) performance of service has been delivered; and (iv) collection is reasonably assured. | |
Net Loss per Share | |
Basic net loss per share is computed using the weighted average number of common shares outstanding during the period. As the Company is in a net loss position, there are no outstanding potentially dilutive securities that would cause diluted earnings per share to differ from basic earnings per share. | |
Income Taxes | |
The Company recognizes deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the condensed financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The Company has established a valuation allowance for all deferred tax assets (consisting of net operating loss carry-forwards and stock compensation) as of December 31, 2013 as it has not determined that such assets are likely to be realized. | |
Management has conducted an evaluation of the Company's tax positions taken on returns that remain subject to examination and has concluded that there are no uncertain tax positions, as defined in ASC 740, that require recognition or disclosure in the financial statements. | |
Fair Value of Financial Instruments | |
Under the FASB's authoritative guidance on fair value measurements, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy ranks the quality and reliability of the information used to determine fair values. Financial assets and liabilities carried at fair value are classified and disclosed in one of the following three categories: | |
Level 1: Valuations for assets and liabilities traded in active exchange markets. Valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities. | |
Level 2: Valuations for assets and liabilities traded in less active dealer or broker markets. Valuations are obtained from third party pricing services for identical or similar assets or liabilities. | |
Level 3: Valuations for assets and liabilities that are derived from other valuation methodologies, including option pricing models, discounted cash flow models and similar techniques, and not based on market exchange, dealer or broker traded transactions. Level 3 valuations incorporate certain unobservable assumptions and projections in determining the fair value assigned to such assets. | |
The Company's financial instruments consist of cash , accounts payable and convertible note payable. The carrying amount of each of these instruments approximates fair value because of the short-term nature of the item. |
Equity_Investment
Equity Investment | 9 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Equity Investment [Abstract] | ' | ||||||||
Equity Investment | ' | ||||||||
Note 4: Equity Investment | |||||||||
Background | |||||||||
On August 24, 2012, the Company entered into an agreement with Naked Edge whereby the Company completed the purchase of 50% of Naked Edge Common Units for $65,000. At that time, the Company also received an option to acquire 33.33% of Naked Edge Preferred Units for $85,000 on or before August 24, 2013 ("Option"). The Company exercised the Option for a total of $85,000 during March and April 2013. The Common Units provide the Company with 50% of the voting rights and 20% of the economic rights of Naked Edge and the Preferred Units provide us with an additional 20% of the economic rights of Naked Edge for a total of 40%. The Company has accounted for this investment under the equity method of accounting. | |||||||||
Naked Edge is a Colorado Limited Liability Company organized on January 7, 2011. Naked Edge manufactures and distributes Veggie Go's, an organic fruit and vegetable snack. The product is made with natural ingredients and no preservatives. Naked Edge produces four blends of Veggie Go's and they are dairy free, soy free, gluten free and vegan. Naked Edge produces four blends of Veggie Go's. | |||||||||
Summarized balance sheet information of Naked Edge as of December 31, 2013 is as follows: | |||||||||
Assets | |||||||||
December 31, | |||||||||
2013 | |||||||||
Cash | $ | 15,363 | |||||||
Accounts receivable | 29,768 | ||||||||
Other current assets | 4,666 | ||||||||
Fixed assets | 123,837 | ||||||||
Total assets | $ | 173,634 | |||||||
Liabilities and Stockholders' Equity | |||||||||
Current liabilities | $ | 53,662 | |||||||
Long term portion of capital leases | 46,056 | ||||||||
Long term portion of notes payable | 17,150 | ||||||||
Stockholders' equity | 56,766 | ||||||||
Total liabilities and stockholders' equity | $ | 173,634 | |||||||
Summarized results of operations for the three and nine months ended December 31, 2013 of Naked Edge are as follows: | |||||||||
Three months | Nine months | ||||||||
ended | ended | ||||||||
December 31, | December 31, | ||||||||
2013 | 2013 | ||||||||
Net Revenues | $ | 119,701 | $ | 324,515 | |||||
Cost of Goods Sold | (84,257 | ) | (190,493 | ) | |||||
Gross Profit | 35,444 | 134,022 | |||||||
Operating Expenses: | |||||||||
General and Administrative | (56,006 | ) | (162,517 | ) | |||||
Total Operating Expenses | (56,006 | ) | (162,517 | ) | |||||
Net loss | $ | (14,562 | ) | $ | (28,495 | ) | |||
Under the equity method of accounting, we record our proportional share of the losses of Naked Edge in which we have invested, up to the amount of our investment. The Company's investment and equity in losses of Naked Edge is as follows: | |||||||||
Investment balance as of March 31, 2013 | $ | 65,863 | |||||||
Equity loss | (11,398 | ) | |||||||
Investment contribution | 64,600 | ||||||||
Investment balance as of December 31, 2013 | $ | 119,065 | |||||||
Naked Edge rents its facilities and the future minimum payments by fiscal year are as follows: | |||||||||
By fiscal year | |||||||||
2014 | $ | 5,798 | |||||||
2015 | 23,383 | ||||||||
2016 | 11,786 | ||||||||
2017 | - | ||||||||
Thereafter | - | ||||||||
Total | $ | 40,967 | |||||||
In March 2012, Naked Edge entered into a promissory note in the amount of $10,500. The note has a 5 year term and an annual interest rate of 5% on the unpaid balance. The monthly payments are $198.15 including interest. | |||||||||
In November 2012, Naked Edge entered into a promissory note in the amount of $20,000. The note has a 5 year term and an annual interest rate of 5% on the unpaid balance. The monthly payments are $377.42 including interest. | |||||||||
In September 2013, Naked Edge entered into a promissory note in the amount of $15,000. The note is due March 15, 2013and an annual interest rate of 5% on the unpaid balance. The monthly payments are $2,562, including interest. | |||||||||
In November 2012, Naked Edge entered into two financing agreements for the purchase of equipment. The cost basis for the two pieces of equipment totals $52,192. The term of both financing agreements range is 48 months and interest rates range from 32% to 41%. The agreements are secured by the respective underlying equipment and are guaranteed by either Naked Edge's CEO or Naked Edge's CEO and President. Monthly payments range from $893 to $1,200 and there is no prepayment penalties associated with these agreements. | |||||||||
In November 2012, Naked Edge entered into a capital lease for equipment. The cost basis of the equipment is $9,099. The lease term is 44 months and the imputed interest rate is 37%. The lease is secured by the underlying equipment and is guaranteed by Naked Edge's CEO and President. The monthly lease payment is $378 and there is no prepayment penalty associated with the agreement. Useful life of the leased equipment for depreciation purposes is 44 months. | |||||||||
In April 2013, Naked Edge entered into a capital lease for equipment. The cost basis of the equipment is $10,800. The lease term is 48 months and the imputed interest rate is 17%. The lease is secured by the underlying equipment and is guaranteed by Naked Edge's CEO and President. The monthly lease payment is $313 and there is no prepayment penalty associated with the agreement. Useful life of the leased equipment for depreciation purposes is 48 months. | |||||||||
Future minimum lease payments due under the capital lease agreements are as follows for the fiscal years ending December 31: | |||||||||
2014 | $ | 9,295 | |||||||
2015 | 33,417 | ||||||||
2016 | 33,417 | ||||||||
2017 | 19,548 | ||||||||
2018 | 314 | ||||||||
Total minimum lease payments | $ | 95,991 | |||||||
Less imputed interest | (34,879 | ) | |||||||
Present value of minimum lease payments | 61,112 | ||||||||
Less: current maturities of capital lease obligations | 15,056 | ||||||||
Noncurrent maturities of capital lease obligations | $ | 46,056 | |||||||
As of December 31, 2013, there were no related party transactions. | |||||||||
Naked Edge receives consulting services for matters relating to product development, packaging, sales, marketing, distribution, and business management in exchange for 5% of Naked Edge's net income once Naked Edge generates a net income of $300,000 in any calendar year. |
Notes_Payable
Notes Payable | 9 Months Ended |
Dec. 31, 2013 | |
Notes Payable [Abstract] | ' |
Notes Payable | ' |
Note 5: Notes Payable | |
On April 3, 2013 the Company entered into a convertible loan agreement with Snack Um, LLC whereby it borrowed $250,000. Under terms of the loan, the Company is obligated to pay interest (8% per annum) on a quarterly basis with a term of three years. At the sole option of Snack Um LLC, all or part of the unpaid principal then outstanding may be converted into shares of common stock of Mister Goody, at any time starting from the day after payment. Snack Um LLC may convert the principal balance outstanding into 2,500,000 shares of common stock at a price of $0.10 per share of Mister Goody. Snack Um LLC may convert the entire principal outstanding at any time and may convert part of the principal outstanding in increments of $50,000 or more at any time. Should Snack Um LLC elect to not convert the principal into common shares of Mister Goody then Mister Goody will repay the principal amount outstanding and any outstanding interest on the 3rd year anniversary of receiving the loan. Snack Um LLC may elect to demand repayment with four months of written notice. Notwithstanding the foregoing, Mister Goody shall not be obligated to repay any part of the principal amount outstanding before the 2nd year anniversary of receiving the loan. | |
The conversion price of the note was below market at the date of issue which created a beneficial conversion feature which was accounted for as debt discount. The discount of $250,000 will be accreted into interest expense over the life of the note. For the nine months ended December 31, 2013, the Company recorded $64,287 of interest expense related to the amortization of debt discount. |
Shareholders_Equity
Shareholders' Equity | 9 Months Ended |
Dec. 31, 2013 | |
Shareholders Equity [Abstract] | ' |
Shareholders' Equity | ' |
Note 6: Shareholders' Equity | |
On September 6, 2013, the Company issued 833,334 shares of common stock for $100,000. | |
On September 12, 2013, the Company entered into a one-year agreement with a non-employee for consulting services to be performed. The agreement called for the issuance of 200,000 shares immediately and $7,500 per month for the first three month period; $50,000 (measured on December 12, 2013) of common stock and $7,500 per month for the second three month period; $50,000 of common stock (measured on March 12, 2014) and $7,500 per month for the third three month period and $50,000 of common stock (measured on June 12, 2014) and $7,500 for the fourth three month period. The Company issued 200,000 shares of common stock and estimated the fair market value on issuance date at $0.25 per share and recorded $50,000 in stock based compensation. Services and obligations were cancelled upon notice to the company per agreement and the shares were returned in January 2014 for no further compensation. | |
On November 29, 2012, the Company executed an agreement with a non-employee for consulting services to be performed. The agreement calls for 83,333 shares of restricted stock to be issued monthly to the non-employee through August 2013, so long as the related agreement has not been terminated by either party. Pursuant to the executed agreement the Company issued 83,333 shares of restricted common stock monthly through August 31, 2013. For the six months ended September 30, 2013 the Company issued 416,668 shares of its common stock and recorded an expense of $89,272, based on a fair value of the Company's stock ranging from $0.15 - $0.25 per share. This agreement was terminated effective September 10, 2013 and 750,000 shares were returned for consideration of $18,000 with no further obligation. In addition to the termination of the agreement, accrued consulting fees of $30,000 were reversed and adjusted in general and administrative expenses. |
Related_Party_Transactions
Related Party Transactions | 9 Months Ended |
Dec. 31, 2013 | |
Related Party Transactions [Abstract] | ' |
Related Party Transactions | ' |
Note 7: Related Party Transactions | |
The Company's shareholders paid $6,953 and $9,285 for Company-related expenses during the nine months ended December 31, 2013 and 2012, respectively. Such amounts were repaid to the shareholders as of December 31, 2013 and 2012. | |
On November 26, 2012 the Company entered into a promissory note whereby by it borrowed $10,000 from a member of the Company's board of directors. Under the terms of the unsecured promissory note, the Company is obligated to pay one lump sum of principal and no interest on March 31, 2013. | |
On November 26, 2012 the Company entered into a promissory note whereby by it borrowed $10,000 from the president of the Company. Under the terms of the unsecured promissory note, the Company is obligated to pay one lump sum of principal and no interest on March 31, 2013. | |
On March 22, 2013, the Company entered into unsecured promissory notes with each of Joel Arberman and Brendan Vogel, who are officers of the Company. Mr. Arberman loaned the Company $10,400 and Mr. Vogel loaned the Company $10,000. The promissory notes bear no interest or prepayment penalty and are due on May 31, 2013. | |
On April 9, 2013, the registrant repaid the $10,400 Arberman Promissory Note dated March 22, 2013, the $10,000 Vogel Promissory Note dated March 22, 2013, the $10,000 Sager Promissory Note dated November 26, 2012 and the $10,000 Arberman Promissory Note dated November 26, 2012, since the terms of the notes allowed for it to be paid within fifteen days of the due date no default interest is charged on the March 31, 2013 note. | |
Management services | |
During the nine months ended December 31, 2013 and 2012, the Company paid $0 and $15,397, respectively, to individuals for management services rendered to the Company. Some of these individuals were also shareholders of the Company. |
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended |
Dec. 31, 2013 | |
Commitments And Contingencies [Abstract] | ' |
Commitments and Contingencies | ' |
Note 8: Commitments and Contingencies | |
Litigation | |
The Company may from time to time be involved in legal proceedings arising from the normal course of business. There are no pending or threatened legal proceedings as of December 31, 2013. |
StockBased_Compensation
Stock-Based Compensation | 9 Months Ended | |||||||||||||
Dec. 31, 2013 | ||||||||||||||
Stock-Based Compensation [Abstract] | ' | |||||||||||||
Stock-Based Compensation | ' | |||||||||||||
Note 9: Stock-Based Compensation | ||||||||||||||
On August 26, 2013 and September 11, 2013, the Company executed separate agreements with three non-employees for consulting services to be performed. Each of the agreements call for 315,000 non-statutory stock options to be issued with an exercise price of $0.15 per share. Under each agreement, 15,000 shares vest immediately, and 5,000 shares shall vest each of the first 60 months starting October 1, 2013. No additional shares will be vested after the continuous employment with the Company if a consultant is terminated for any reason. During the nine months ended December 31, 2013, the Company recorded $26,696 as stock based compensation related to the fair market value of options vested immediately. | ||||||||||||||
On June 7, 2013, the Company executed separate agreements with three non-employees for consulting services to be performed. Each of the three agreements call for 315,000 non-statutory stock options to be issued with an exercise price $0.15 per share. 15,000 shares shall invest immediately and 5,000 shares shall vest each of the first 60 months starting July 1, 2013. No additional shares will be vested after the continuous employment with the Company if a consultant is terminated for any reason. | ||||||||||||||
From time to time, the Company grants stock option awards to officers and employees. Such awards are valued based on the grant date fair value of the instruments, net of estimated forfeitures, using a Black-Scholes option pricing model with the following assumptions: | ||||||||||||||
Volatility | 148-193.8% | |||||||||||||
Risk-free interest rate | 1.03-2.31% | |||||||||||||
Expected term | 5-7.5 years | |||||||||||||
Forfeiture rate | 0-10% | |||||||||||||
Dividend yield rate | 0% | |||||||||||||
The volatility used was based on historical volatility of similar sized companies due to lack of historical data of the Company's stock price. The risk free interest rate was determined based on treasury securities with maturities equal to the expected term of the underlying award. The expected term was determined based on the simplified method outlined in Staff Accounting Bulletin No. 110. Stock option awards are expensed on a straight-line basis over the requisite service period. During the nine months ended December 31, 2013 and 2012 the Company recognized $26,696 and $48,524 respectively, of compensation expense. Unamortized compensation expense related to the 1,575,000 options outstanding at December 31, 2013 is $275,521. | ||||||||||||||
The following summarizes stock option activity for the nine months ended December 31, 2014 | ||||||||||||||
Number of | Weighted | Weighted | Aggregate | |||||||||||
Shares | Average | Average | Intrinsic | |||||||||||
Exercise | Remaining | Value | ||||||||||||
Price | Contractual Life | |||||||||||||
Outstanding at March 31, 2013 | 500,000 | $ | 0.04 | 8.61 | $ | 0 | ||||||||
Granted | 1,575,000 | 0.11 | 9.23 | 0 | ||||||||||
Exercised | - | - | - | - | ||||||||||
Forfeited | - | - | - | - | ||||||||||
Outstanding at December 31 | 2,075,000 | $ | 0.15 | 9.23 | $ | 0 | ||||||||
Exercisable | 695,000 | $ | 0.15 | 8.61 | $ | 0 |
Discontinued_Operations
Discontinued Operations | 9 Months Ended |
Dec. 31, 2013 | |
Discontinued Operations [Abstract] | ' |
Discontinued Operations | ' |
Note 10: Discontinued Operations | |
Due to a lack of sufficient revenue that resulted from this business plan, on August 24, 2012, the Company's Board of Directors determined that it was in the Company's stockholders best interest to refocus the business activities in a manner which could more fully enhance stockholder value. The Company decided to no longer pursue their online marketplace and cause-marketing services and it ceased all of its operations with respect thereto. Therefore, the revenue in the amount of $0 and $3,109 for the nine months ended December 31, 2013 and 2012, respectively was reclassified to general and administrative expenses. Discontinued operation disclosure was considered however due to the immaterial nature of the balance it was reclassified to expenses. |
Subsequent_Events
Subsequent Events | 9 Months Ended |
Dec. 31, 2013 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
Note 11: Subsequent Events | |
On January 21, 2014, a consultant agreed to return 200,000 common shares of the Company that were issued in September 2013 as part of the consulting agreement. No further obligation was required as part of the cancellation of the agreement. | |
On January 22, 2014, Naked Edge entered into a loan agreement with Whole Foods Market Services, Inc. whereby it borrowed $56,065 for the sole purpose of purchasing equipment and materials. Under the terms of the loan, Naked Edge is obligated to pay an interest rate of 4.7% per annum, to accrue daily interest, with a term of five years and expiring in February 1, 2019. First monthly principal and interest as defined in the loan agreement are payable on March 1, 2014. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Dec. 31, 2013 | |
Summary of Significant Accounting Policies [Abstract] | ' |
Use of Estimates | ' |
Use of Estimates | |
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | |
Cash and Cash Equivalents | ' |
Cash and Cash Equivalents | |
The Company considers all highly liquid investments with maturities from date of purchase of three months or less to be cash equivalents. Cash consists of deposit with domestic banks which are insured by the Federal Deposit Insurance Corporation (FDIC). | |
Partially Owned Equity Affiliates | ' |
Partially Owned Equity Affiliates | |
Partially owned equity affiliates are accounted for under the equity method of accounting. Equity method investments are recorded at cost and are adjusted periodically to recognize the Company's proportionate share of the affiliate's income or loss, additional contributions made and dividends and capital distributions received. In the event any of the partially owned equity affiliates were to incur a loss and the Company's cumulative proportionate share of the loss exceeded the carrying amount of the equity method investment, application of the equity method would be suspended and the Company's proportionate share of further losses would not be recognized until the Company committed to provide further financial support to the affiliate. The Company would resume application of the equity method once the affiliate becomes profitable and the Company's proportionate share of the affiliate's earnings equals the Company's cumulative proportionate share of losses that were not recognized during the period the application of the equity method was suspended. | |
The amount of the difference between the Company's investment costs and the underlying equity in net asset is treated as goodwill, which is evaluated for impairment on a regular basis. | |
Revenue Recognition | ' |
Revenue Recognition | |
The Company recognizes revenue from its services when it is probable that the economic benefits associated with the transactions will flow to the Company and the amount of revenue can be measured reliably. This is normally demonstrated when: (i) persuasive evidence of an arrangement exists; (ii) the fee is fixed or determinable; (iii) performance of service has been delivered; and (iv) collection is reasonably assured. | |
Net Loss per Share | ' |
Net Loss per Share | |
Basic net loss per share is computed using the weighted average number of common shares outstanding during the period. As the Company is in a net loss position, there are no outstanding potentially dilutive securities that would cause diluted earnings per share to differ from basic earnings per share. | |
Income Taxes | ' |
Income Taxes | |
The Company recognizes deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the condensed financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The Company has established a valuation allowance for all deferred tax assets (consisting of net operating loss carry-forwards and stock compensation) as of December 31, 2013 as it has not determined that such assets are likely to be realized. | |
Management has conducted an evaluation of the Company's tax positions taken on returns that remain subject to examination and has concluded that there are no uncertain tax positions, as defined in ASC 740, that require recognition or disclosure in the financial statements. | |
Fair Value of Financial Instruments | ' |
Fair Value of Financial Instruments | |
Under the FASB's authoritative guidance on fair value measurements, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy ranks the quality and reliability of the information used to determine fair values. Financial assets and liabilities carried at fair value are classified and disclosed in one of the following three categories: | |
Level 1: Valuations for assets and liabilities traded in active exchange markets. Valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities. | |
Level 2: Valuations for assets and liabilities traded in less active dealer or broker markets. Valuations are obtained from third party pricing services for identical or similar assets or liabilities. | |
Level 3: Valuations for assets and liabilities that are derived from other valuation methodologies, including option pricing models, discounted cash flow models and similar techniques, and not based on market exchange, dealer or broker traded transactions. Level 3 valuations incorporate certain unobservable assumptions and projections in determining the fair value assigned to such assets. | |
The Company's financial instruments consist of cash , accounts payable and convertible note payable. The carrying amount of each of these instruments approximates fair value because of the short-term nature of the item. |
Equity_Investment_Tables
Equity Investment (Tables) | 9 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Equity Investment [Abstract] | ' | ||||||||
Summarized Balance Sheet information of Naked Edge, LLC | ' | ||||||||
Summarized balance sheet information of Naked Edge as of December 31, 2013 is as follows: | |||||||||
Assets | |||||||||
December 31, | |||||||||
2013 | |||||||||
Cash | $ | 15,363 | |||||||
Accounts receivable | 29,768 | ||||||||
Other current assets | 4,666 | ||||||||
Fixed assets | 123,837 | ||||||||
Total assets | $ | 173,634 | |||||||
Liabilities and Stockholders' Equity | |||||||||
Current liabilities | $ | 53,662 | |||||||
Long term portion of capital leases | 46,056 | ||||||||
Long term portion of notes payable | 17,150 | ||||||||
Stockholders' equity | 56,766 | ||||||||
Total liabilities and stockholders' equity | $ | 173,634 | |||||||
Summarized Results of Operations of Naked Edge, LLC | ' | ||||||||
Summarized results of operations for the three and nine months ended December 31, 2013 of Naked Edge are as follows: | |||||||||
Three months | Nine months | ||||||||
ended | ended | ||||||||
December 31, | December 31, | ||||||||
2013 | 2013 | ||||||||
Net Revenues | $ | 119,701 | $ | 324,515 | |||||
Cost of Goods Sold | (84,257 | ) | (190,493 | ) | |||||
Gross Profit | 35,444 | 134,022 | |||||||
Operating Expenses: | |||||||||
General and Administrative | (56,006 | ) | (162,517 | ) | |||||
Total Operating Expenses | (56,006 | ) | (162,517 | ) | |||||
Net loss | $ | (14,562 | ) | $ | (28,495 | ) | |||
Schedule of Proportional Share of Losses of Naked Edge, LLC | ' | ||||||||
The Company's investment and equity in losses of Naked Edge is as follows: | |||||||||
Investment balance as of March 31, 2013 | $ | 65,863 | |||||||
Equity loss | (11,398 | ) | |||||||
Investment contribution | 64,600 | ||||||||
Investment balance as of December 31, 2013 | $ | 119,065 | |||||||
Schedule of Rent and Future Minimum Payments | ' | ||||||||
Naked Edge rents its facilities and the future minimum payments by fiscal year are as follows: | |||||||||
By fiscal year | |||||||||
2014 | $ | 5,798 | |||||||
2015 | 23,383 | ||||||||
2016 | 11,786 | ||||||||
2017 | - | ||||||||
Thereafter | - | ||||||||
Total | $ | 40,967 | |||||||
Schedule of Minimum Lease Payments Under Capital Lease Agreements | ' | ||||||||
Future minimum lease payments due under the capital lease agreements are as follows for the fiscal years ending December 31: | |||||||||
2014 | $ | 9,295 | |||||||
2015 | 33,417 | ||||||||
2016 | 33,417 | ||||||||
2017 | 19,548 | ||||||||
2018 | 314 | ||||||||
Total minimum lease payments | $ | 95,991 | |||||||
Less imputed interest | (34,879 | ) | |||||||
Present value of minimum lease payments | 61,112 | ||||||||
Less: current maturities of capital lease obligations | 15,056 | ||||||||
Noncurrent maturities of capital lease obligations | $ | 46,056 |
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 9 Months Ended | |||||||||||||
Dec. 31, 2013 | ||||||||||||||
Stock-Based Compensation [Abstract] | ' | |||||||||||||
Schedule of Fair Value Assumptions for Stock Options | ' | |||||||||||||
From time to time, the Company grants stock option awards to officers and employees. Such awards are valued based on the grant date fair value of the instruments, net of estimated forfeitures, using a Black-Scholes option pricing model with the following assumptions: | ||||||||||||||
Volatility | 148-193.8% | |||||||||||||
Risk-free interest rate | 1.03-2.31% | |||||||||||||
Expected term | 5-7.5 years | |||||||||||||
Forfeiture rate | 0-10% | |||||||||||||
Dividend yield rate | 0% | |||||||||||||
Schedule of Stock Options Activity | ' | |||||||||||||
The following summarizes stock option activity for the nine months ended December 31, 2014 | ||||||||||||||
Number of | Weighted | Weighted | Aggregate | |||||||||||
Shares | Average | Average | Intrinsic | |||||||||||
Exercise | Remaining | Value | ||||||||||||
Price | Contractual Life | |||||||||||||
Outstanding at March 31, 2013 | 500,000 | $ | 0.04 | 8.61 | $ | 0 | ||||||||
Granted | 1,575,000 | 0.11 | 9.23 | 0 | ||||||||||
Exercised | - | - | - | - | ||||||||||
Forfeited | - | - | - | - | ||||||||||
Outstanding at December 31 | 2,075,000 | $ | 0.15 | 9.23 | $ | 0 | ||||||||
Exercisable | 695,000 | $ | 0.15 | 8.61 | $ | 0 |
Organization_and_Basis_of_Pres1
Organization and Basis of Presentation (Details) | 1 Months Ended | 2 Months Ended | 1 Months Ended | |
Aug. 31, 2012 | Apr. 30, 2013 | Aug. 24, 2012 | Apr. 30, 2013 | |
Preferred Units [Member] | ||||
Acquisition Details: | ' | ' | ' | ' |
Name of acquired entity | 'Naked Edge, LLC | ' | ' | 'Naked Edge, LLC |
Percentage of ownership interest acquired | ' | ' | 50.00% | ' |
Description of reason for acquisition | ' | ' | ' | 'On April 9, 2013, the Company exercised its Option and acquired 33.33% of the preferred units. As a result of this acquisition, the Company now owns 50% of the Common Ownership Interests and 33.33% of the Preferred Ownership Interests of The Naked Edge, which equates to 50% of the voting rights and 40% of the economic rights of Naked Edge. |
Additional purchase agreement terms | 'On August 24, 2012, the Company entered into an agreement with Naked Edge whereby the Company completed the purchase of 50% of Naked Edge Common Units for $65,000. | 'The Company exercised the Option for a total of $85,000 during March and April 2013. The Common Units provide the Company with 50% of the voting rights and 20% of the economic rights of Naked Edge and the Preferred Units provide us with an additional 20% of the economic rights of Naked Edge for a total of 40%. | ' | ' |
Voting rights | 50.00% | ' | ' | ' |
Economic rights | 20.00% | ' | ' | 20.00% |
Equity_Investment_Details
Equity Investment (Details) (USD $) | 1 Months Ended | 2 Months Ended | 1 Months Ended | |||||
Apr. 30, 2013 | Aug. 31, 2012 | Apr. 30, 2013 | Aug. 24, 2012 | Sep. 30, 2013 | Apr. 30, 2013 | Mar. 31, 2013 | Nov. 30, 2012 | |
Naked Edge LLC [Member] | Naked Edge LLC [Member] | Naked Edge LLC [Member] | Naked Edge LLC [Member] | |||||
Subsidiary Organization: | ' | ' | ' | ' | ' | ' | ' | ' |
Cost of equity purchase | $85,000 | ' | $85,000 | $65,000 | ' | ' | ' | ' |
Percentage of ownership interest acquired | ' | ' | ' | 50.00% | ' | ' | ' | ' |
Additional purchase agreement terms | ' | 'On August 24, 2012, the Company entered into an agreement with Naked Edge whereby the Company completed the purchase of 50% of Naked Edge Common Units for $65,000. | 'The Company exercised the Option for a total of $85,000 during March and April 2013. The Common Units provide the Company with 50% of the voting rights and 20% of the economic rights of Naked Edge and the Preferred Units provide us with an additional 20% of the economic rights of Naked Edge for a total of 40%. | ' | ' | ' | ' | ' |
Option To Purchase Additional Interest in Naked Edge, LLC: | ' | ' | ' | ' | ' | ' | ' | ' |
Description of option to purchase additional interest in Naked Edge, LLC | ' | 'At that time, the Company also received an option to acquire 33.33% of Naked Edge Preferred Units for $85,000 on or before August 24, 2013 (?Option?). | ' | ' | ' | ' | ' | ' |
Percentage of additional ownership, if option exercised | 33.33% | ' | ' | ' | ' | ' | ' | ' |
Option expiration date | 24-Aug-13 | ' | ' | ' | ' | ' | ' | ' |
Total percentage of economic rights of Naked Edge, LLC if option exercised | 40.00% | ' | ' | ' | ' | ' | ' | ' |
Acquired Entity Organization: | ' | ' | ' | ' | ' | ' | ' | ' |
Name of acquired entity | ' | 'Naked Edge, LLC | ' | ' | ' | ' | ' | ' |
Date of incorporation | ' | 7-Jan-11 | ' | ' | ' | ' | ' | ' |
State of incorporation | ' | 'Colorado | ' | ' | ' | ' | ' | ' |
Promissory Notes: | ' | ' | ' | ' | ' | ' | ' | ' |
Promissory Note | ' | ' | ' | ' | 15,000 | ' | 10,500 | 20,000 |
Term of Note | ' | ' | ' | ' | ' | ' | '5 Years | '5 Years |
Interest rate on note, per annum | ' | ' | ' | ' | 5.00% | ' | 5.00% | 5.00% |
Monthly Payment Obligation | ' | ' | ' | ' | 2,562 | ' | 198.15 | 377.42 |
Maturity date | ' | ' | ' | ' | 15-Mar-13 | ' | ' | ' |
Commercial Loan [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' |
Financing agreements cost basis | ' | ' | ' | ' | ' | ' | ' | 52,192 |
Financing agreements long term range | ' | ' | ' | ' | ' | ' | ' | '4 years |
Financing agreements interest rates - lower range | ' | ' | ' | ' | ' | ' | ' | 32.00% |
Financing agreements interest rates - upper range | ' | ' | ' | ' | ' | ' | ' | 41.00% |
Financing agreements monthly payments - lower range | ' | ' | ' | ' | ' | ' | ' | 893 |
Financing agreements monthly payments - upper range | ' | ' | ' | ' | ' | ' | ' | 1,200 |
Capital Leases: | ' | ' | ' | ' | ' | ' | ' | ' |
Cost basis of capital leases | ' | ' | ' | ' | ' | 10,800 | ' | 9,099 |
Capital lease terms range | ' | ' | ' | ' | ' | '4 years | ' | '3 years 8 months |
Capital lease interest rate | ' | ' | ' | ' | ' | 17.00% | ' | 37.00% |
Capital lease montly payments | ' | ' | ' | ' | ' | $313 | ' | $378 |
Capital lease equipment's useful lives range | ' | ' | ' | ' | ' | '4 years | ' | '3 years 8 months |
Consulting Agreements: | ' | ' | ' | ' | ' | ' | ' | ' |
Description of compensation arrangement | ' | ' | ' | ' | ' | ' | ' | 'Naked Edge receives consulting services for matters relating to product development, packaging, sales, marketing, distribution, and business management in exchange for 5% of Naked Edge?s net income once Naked Edge generates a net income of $300,000 in any calendar year. |
Consultant's commission on net income | ' | ' | ' | ' | ' | ' | ' | 5.00% |
Useful life of equipment | ' | ' | ' | ' | ' | ' | ' | '4 years |
Equity_Investment_Schedule_of_
Equity Investment (Schedule of Summarized Balance Sheet Information) (Details) (USD $) | Dec. 31, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Mar. 31, 2012 |
Assets | ' | ' | ' | ' |
Cash | $85,907 | ' | $3,041 | $133,804 |
Other current assets | ' | ' | ' | ' |
Total assets | 204,973 | 65,863 | ' | ' |
Liabilities and Stockholders' Equity | ' | ' | ' | ' |
Current liabilities | 64,108 | 81,314 | ' | ' |
Stockholders' equity: | 140,865 | -15,451 | ' | ' |
Total liabilities and stockholders' equity | 204,973 | 65,863 | ' | ' |
Naked Edge LLC [Member] | ' | ' | ' | ' |
Assets | ' | ' | ' | ' |
Cash | 15,363 | ' | ' | ' |
Accounts receivable | 29,768 | ' | ' | ' |
Other current assets | 4,666 | ' | ' | ' |
Fixed assets | 123,837 | ' | ' | ' |
Total assets | 173,634 | ' | ' | ' |
Liabilities and Stockholders' Equity | ' | ' | ' | ' |
Current liabilities | 53,662 | ' | ' | ' |
Long term portion of capital leases | 46,056 | ' | ' | ' |
Long term portion of notes payable | 17,150 | ' | ' | ' |
Stockholders' equity: | 56,766 | ' | ' | ' |
Total liabilities and stockholders' equity | $173,634 | ' | ' | ' |
Equity_Investment_Schedule_of_1
Equity Investment (Schedule of Summarized Results of Operations) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | |
Net Revenues | ' | ' | ' | $3,109 |
Operating Expenses: | ' | ' | ' | ' |
General and Administrative | 14,061 | -76,977 | -245,209 | -169,519 |
Total Operating Expenses | 14,061 | -76,977 | -245,209 | -184,916 |
Net loss | -18,013 | -81,231 | -335,714 | -190,463 |
Naked Edge LLC [Member] | ' | ' | ' | ' |
Net Revenues | 119,701 | ' | 324,515 | ' |
Cost of Goods Sold | -84,257 | ' | -190,493 | ' |
Gross Profit | 35,444 | ' | 134,022 | ' |
Operating Expenses: | ' | ' | ' | ' |
General and Administrative | -56,006 | ' | -162,517 | ' |
Total Operating Expenses | -56,006 | ' | -162,517 | ' |
Net loss | ($14,562) | ' | ($28,495) | ' |
Equity_Investment_Schedule_of_2
Equity Investment (Schedule of Proportional Share of Losses) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | |
Equity Investment [Abstract] | ' | ' | ' | ' |
Investment Balance, beginning | ' | ' | $65,863 | ' |
Equity loss | -5,825 | -4,254 | -11,398 | -8,656 |
Investment Contribution | ' | ' | 64,600 | ' |
Investment Balance, ending | $119,065 | ' | $119,065 | ' |
Equity_Investment_Schedule_of_3
Equity Investment (Schedule of Operating Lease) (Details) (USD $) | Dec. 31, 2013 |
Future minimum payments by fiscal year | ' |
2014 | $5,798 |
2015 | 23,383 |
2016 | 11,786 |
2017 | ' |
Thereafter | ' |
Total | $40,967 |
Equity_Investment_Schedule_of_4
Equity Investment (Schedule of Capital Lease Payments) (Details) (USD $) | Dec. 31, 2013 |
Capital Lease Future Minimum Payments: | ' |
2014 | $9,295 |
2015 | 33,417 |
2016 | 33,417 |
2017 | 19,548 |
2018 | 314 |
Total minimum lease payments | 95,991 |
Less imputed interest | -34,879 |
Present value of minimum lease payments | 61,112 |
Less: current maturities of capital lease obligations | 15,056 |
Noncurrent maturities of capital lease obligations | $46,056 |
Notes_Payable_Details
Notes Payable (Details) (USD $) | 9 Months Ended | 1 Months Ended |
Dec. 31, 2013 | Apr. 30, 2013 | |
Convertible Loan Agreement and Promissory Note [Member] | ||
Amount of Note | ' | $250,000 |
Debt instrument issuer | ' | 'Snack Um, LLC, a Florida limited liability company |
Interest rate on note, per annum | ' | 8.00% |
Debt instrument terms | ' | 'On April 3, 2013 the Company entered into a convertible loan agreement with Snack Um, LLC whereby it borrowed $250,000. Under terms of the loan, the Company is obligated to pay interest (8% per annum) on a quarterly basis with a term of three years. At the sole option of Snack Um LLC, all or part of the unpaid principal then outstanding may be converted into shares of common stock of Mister Goody, at any time starting from the day after payment. Snack Um LLC may convert the principal balance outstanding into 2,500,000 shares of common stock at a price of $0.10 per share of Mister Goody. Snack Um LLC may convert the entire principal outstanding at any time and may convert part of the principal outstanding in increments of $50,000 or more at any time. Should Snack Um LLC elect to not convert the principal into common shares of Mister Goody then Mister Goody will repay the principal amount outstanding and any outstanding interest on the 3rd year anniversary of receiving the loan. Snack Um LLC may elect to demand repayment with four months of written notice. |
Note maturity date | ' | 3-Apr-16 |
Fixed conversion price | ' | $0.10 |
Beneficial conversion feature | ' | 250,000 |
Interest expense related to the amortization of debt discount | $64,287 | ' |
Shareholders_Equity_Details
Shareholders' Equity (Details) (USD $) | 1 Months Ended | 9 Months Ended | 1 Months Ended | 6 Months Ended | 1 Months Ended | ||
Jan. 31, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Nov. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | |
Consulting Services Agreement One [Member] | Consulting Services Agreement One [Member] | Consulting Services Agreement Two [Member] | |||||
Shares issued for services | ' | ' | ' | ' | ' | 416,668 | 200,000 |
Shares issued monthly | ' | ' | ' | ' | 'Pursuant to the executed agreement the Company issued 83,333 shares of restricted common stock monthly through August 31, 2013. | ' | ' |
Monthly cash payment for services | ' | ' | ' | ' | ' | ' | $7,500 |
Per share value issued for services | ' | $0.25 | ' | ' | ' | ' | $0.25 |
Per share value issued for services, minimum | ' | $0.15 | ' | ' | ' | ' | ' |
Compensation expense | ' | ' | 26,696 | 48,524 | ' | 89,272 | 50,000 |
Stock issued, shares | ' | 833,334 | ' | ' | ' | ' | ' |
Stock issued, value | ' | 100,000 | ' | ' | ' | ' | ' |
Common stock, number of shares returned | 200,000 | 750,000 | ' | ' | ' | ' | ' |
Common Stock Returned, Values | ' | 18,000 | ' | ' | ' | ' | ' |
Accrued Consulting Fees Reversed | ' | $30,000 | ' | ' | ' | ' | ' |
Related_Party_Transactions_Det
Related Party Transactions (Details) (USD $) | 3 Months Ended | 9 Months Ended | 1 Months Ended | 1 Months Ended | 1 Months Ended | 1 Months Ended | |||||||||
Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Apr. 30, 2013 | Nov. 30, 2012 | Nov. 26, 2012 | Apr. 30, 2013 | Nov. 30, 2012 | Nov. 26, 2012 | Apr. 30, 2013 | Nov. 30, 2012 | Mar. 22, 2013 | Apr. 30, 2013 | Nov. 30, 2012 | Mar. 22, 2013 | |
Promissory Note One [Member] | Promissory Note One [Member] | Promissory Note One [Member] | Promissory Note Two [Member] | Promissory Note Two [Member] | Promissory Note Two [Member] | Unsecured Promissory Note One [Member] | Unsecured Promissory Note One [Member] | Unsecured Promissory Note One [Member] | Unsecured Promissory Note Two [Member] | Unsecured Promissory Note Two [Member] | Unsecured Promissory Note Two [Member] | ||||
Amount of Note | ' | ' | ' | ' | ' | $10,000 | ' | ' | $10,000 | ' | ' | $10,400 | ' | ' | $10,000 |
Debt instrument issuer | ' | ' | ' | ' | 'Member of the Board of Directors | ' | ' | 'President | ' | ' | ' | ' | ' | ' | ' |
Debt instrument issuance date | ' | ' | ' | ' | 26-Nov-12 | ' | ' | 26-Nov-12 | ' | ' | 22-Mar-13 | ' | ' | 22-Mar-13 | ' |
Interest rate on note, per annum | ' | ' | ' | ' | 0.00% | ' | ' | 0.00% | ' | ' | ' | ' | ' | ' | ' |
Debt instrument terms | ' | ' | ' | ' | 'Lump sum repayment, no interest due. | ' | ' | 'Lump sum repayment, no interest due. | ' | ' | ' | ' | ' | ' | ' |
Note maturity date | ' | ' | ' | ' | 31-Mar-13 | ' | ' | 31-Mar-13 | ' | ' | ' | ' | ' | ' | ' |
Repayment of notes payable | ' | ' | ' | 10,000 | ' | ' | 10,000 | ' | ' | 10,400 | ' | ' | 10,000 | ' | ' |
Company related expenses paid by shareholders | ' | 6,953 | 9,285 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Management services expense | ' | ' | $15,397 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
StockBased_Compensation_Schedu
Stock-Based Compensation (Schedule of Fair Value Assumptions for Stock Options) (Details) | 9 Months Ended |
Dec. 31, 2013 | |
Fair Value Assumptions | ' |
Pricing model used in calculation of grant-date fair value | 'Black-Scholes Model |
Volatility rate (minimum) | 148.00% |
Volatility rate (maximum) | 193.80% |
Risk-free interest rate (minimum) | 1.03% |
Risk-free interest rate (maximum) | 2.31% |
Dividend yield rate | 0.00% |
Minimum [Member] | ' |
Fair Value Assumptions | ' |
Expected term | '5 years |
Forfeiture rate | 0.00% |
Maximum [Member] | ' |
Fair Value Assumptions | ' |
Expected term | '7 years 6 months |
Forfeiture rate | 10.00% |
StockBased_Compensation_Schedu1
Stock-Based Compensation (Schedule of Stock Options Activity) (Details) (USD $) | 1 Months Ended | 9 Months Ended | |||
Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Aug. 31, 2012 | Dec. 31, 2013 | |
Number of Options | ' | ' | ' | ' | ' |
Balance at beginning of period | ' | ' | ' | ' | 500,000 |
Granted | ' | ' | ' | ' | 1,575,000 |
Exercised | ' | ' | ' | ' | ' |
Forfeited | ' | ' | ' | ' | ' |
Outstanding at end of period | ' | ' | 500,000 | ' | 2,075,000 |
Exercisable at end of period | ' | ' | ' | ' | 695,000 |
Weighted Average Exercise Price | ' | ' | ' | ' | ' |
Balance at beginning of period | ' | ' | ' | ' | $0.04 |
Granted | $0.15 | $0.15 | ' | $0.15 | $0.11 |
Exercised | ' | ' | ' | ' | ' |
Forfeited | ' | ' | ' | ' | ' |
Outstanding at end of period | ' | ' | $0.04 | ' | $0.15 |
Exercisable at end of period | ' | ' | ' | ' | $0.15 |
Weighted Average Remaining Contractual Life | ' | ' | ' | ' | ' |
Balance at period | ' | ' | '8 years 7 months 10 days | ' | '9 years 2 months 29 days |
Granted | ' | ' | ' | ' | '9 years 2 months 29 days |
Exercisable at end of period | ' | ' | ' | ' | '8 years 7 months 10 days |
Aggregate Intrinsic Value | ' | ' | ' | ' | ' |
Outstanding at beginning of period | ' | ' | ' | ' | $0 |
Granted | ' | ' | ' | ' | $0 |
Outstanding at end of period | ' | ' | 0 | ' | 0 |
Exercisable | ' | ' | ' | ' | $0 |
StockBased_Compensation_Narrat
Stock-Based Compensation (Narrative) (Details) (USD $) | 1 Months Ended | 9 Months Ended | |||
Sep. 30, 2013 | Jun. 30, 2013 | Aug. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | |
Stock-Based Compensation [Abstract] | ' | ' | ' | ' | ' |
Stock options granted | 315,000 | 315,000 | 315,000 | ' | ' |
Stock option exercise price | $0.15 | $0.15 | $0.15 | $0.11 | ' |
Vested options | 15,000 | 15,000 | 15,000 | ' | ' |
Vesting schedule | '15,000 shares vest immediately, and 5,000 shares shall vest each of the first 60 months starting October 1, 2013. | '15,000 shares shall invest immediately and 5,000 shares shall vest each of the first 60 months starting July 1, 2013. | '15,000 shares vest immediately, and 5,000 shares shall vest each of the first 60 months starting October 1, 2013. | ' | ' |
Unvested options forfeited | ' | ' | ' | ' | ' |
Compensation expense | ' | ' | ' | $26,696 | $48,524 |
Unamortized compensation expense | ' | ' | ' | 275,521 | ' |
Outstanding options | ' | ' | ' | 1,575,000 | ' |
Agreement description | ' | 'On June 7, 2013, the Company executed separate agreements with three non-employees for consulting services to be performed. Each of the three agreements call for 315,000 non-statutory stock options to be issued with an exercise price $0.15 per share. 15,000 shares shall invest immediately and 5,000 shares shall vest each of the first 60 months starting July 1, 2013. No additional shares will be vested after the continuous employment with the Company if a consultant is terminated for any reason. | ' | ' | ' |
Stock based compensation | ' | ' | ' | 160,030 | 98,524 |
Fair value of options vested, Stock based compensation | ' | ' | ' | $26,696 | ' |
Discontinued_Operations_Detail
Discontinued Operations (Details) (USD $) | 9 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Discontinued Operations [Abstract] | ' | ' |
Revenue reclassed to expenses | $0 | $3,109 |
Subsequent_Events_Details
Subsequent Events (Details) (USD $) | 1 Months Ended | ||||
Jan. 31, 2014 | Sep. 30, 2013 | Jan. 31, 2014 | Jan. 31, 2014 | Jan. 22, 2014 | |
Subsequent Event [Member] | Whole Foods Market Services Inc. [Member] | Whole Foods Market Services Inc. [Member] | |||
Subsequent Event [Member] | Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ' | ' | ' | ' | ' |
Common stock, number of shares returned | 200,000 | 750,000 | 200,000 | ' | ' |
Debt instrument face amount | ' | ' | ' | ' | $56,065 |
Interest rate per annum | ' | ' | ' | ' | 4.70% |
Debt instrument payment terms | ' | ' | ' | '5 Years | ' |
Debt instrument maturity date | ' | ' | ' | 1-Feb-19 | ' |
Installment payments start date | ' | ' | ' | 1-Mar-14 | ' |